**EXHIBIT 10.9**

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**TRIBUNE COMPANY**

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**2007 MANAGEMENT EQUITY INCENTIVEPLAN**

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# **SECTION 1.         Purpose**

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Thepurpose of the Plan is to enable Tribune Company (the “*Company*”) to attract, retain and motivateemployees and to provide the Company and its Subsidiaries with a unit planproviding incentives directly linked to increases in Company shareholder value.

 

# **SECTION 2.         Definitions**

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Forpurposes of the Plan, the following terms are defined as set forth below:

 

## a.         *“1934 Act”* means the Securities ExchangeAct of 1934, as amended, and the rules and regulations promulgatedthereunder.

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## b.         “*Administrator*” means the Board or anycommittee of the Board authorized by the Board to perform the duties of theAdministrator hereunder.

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## c.         “*Applicable Participant Ratio*” means (1) the number ofParticipant’s vested Second Tranche Units (including any such Second TrancheUnits that vest by virtue of a Termination of Service) divided by(2) 3,261,000, as each of clauses (1) and (2) may be adjustedpursuant to Section 4(c).

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## d.         *“Award”* means a grant of Units pursuant tothe Plan.

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## e.         *“Board”* means the Board of Directors ofthe Company.

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## f.          *“Cause”* means conduct involving dishonesty or willfulmisconduct which, in either case, is detrimental in a significant way to thebusiness of the Company or any of its Subsidiaries.

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## g.         *“Change of Control”* means (i) theacquisition, other than from the Company, by any person, entity or “group”(within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934Act), excluding for this purpose the Company, any employee benefit plan (orrelated trust) sponsored or maintained by the Company or its Subsidiaries, theESOP, EGI, Samuel Zell and their respective affiliates, of beneficial ownership(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 40%or more of either the then outstanding shares of Common Stock or the combinedvoting power of the Company’s then outstanding voting securities entitled tovote generally in the election of directors; (ii) a liquidation ordissolution of the Company, or (iii) the sale of all or substantially allof the assets of the Company.

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## h.         *“Closing”* means the completion of the merger ofTesop Corporation with and into the Company.

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## i.          *“Code”* means the U.S. Internal RevenueCode of 1986, as amended from time to time, and any successor thereto.

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## j.          *“Common Stock”* means the common stock ofthe Company, par value $0.01.

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## k.         *“Credit Agreement”*means that certain Credit Agreement, entered into as ofMay 17, 2007, among Tribune Company, each lender from time to time partyhereto, JPMorgan Chase Bank, N.A., as administrative agent, Merrill LynchCapital Corporation, as syndication agent, and Citicorp NorthAmerica, Inc.  and Bank of America,N.A., as co-documentation agents, J.P. Morgan Securities Inc, Merrill Lynch,Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. andBanc of America Securities LLC., together with any amendments thereto, as ineffect as of the effective date of this Plan.

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## l.          *“Disability”* means (i) the inabilityto engage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment that can be expected to result indeath or can be expected to last for a continuous period of not less than 12months; provided that such Participant has been unable to work for atleast one hundred eighty (180) days in any twelve (12) month period, or(ii) receipt of income replacement benefits for a period of not less thanthree months under an accident and health plan covering employees of theCompany, by reason of any medically determinable physical or mental impairmentthat can be expected to result in death or can be expected to last for acontinuous period of not less than 12 months. Whether a Participant has incurred a “Disability” shall be determined bya physician selected by the Administrator or the Company’s insurers, whichphysician shall be reasonably acceptable to a Participant (or Participant’slegal representative).

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## m.        “*EGI*” means EGI-TRB, L.L.C.

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## n.         “*EGI-TRB Director*” shall have the meaninggiven to such term in that certain Investor Rights Agreement, datedApril 1, 2007, by and among the Company, EGI and the ESOP.

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## o.         *“Eligible Individuals”* means employees andnon-employee directors of the Company or a Subsidiary; provided, that noindividual may be an Eligible Individual to the extent that his or herparticipation in the Plan would prevent the Plan from being a Top Hat Plan.

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## p.         *“ERISA”*means the Employee RetirementIncome Security Act of 1974, as amended.

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## q.         *“ESOP”*means the Tribune Employee Stock OwnershipPlan, effective as of January 1, 2007, as amended.

 

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## r.          *“Fair Market Value”* as of any date means(i) if such date precedes the occurrence of a Change of Control, the fairmarket value of Common Stock as determined by the Trustee (as defined in theESOP) after consultation with an independent appraiser, as defined inSection 401(a)(28)(C) of the Code, in accordance with the terms ofthe Trust (as defined in the ESOP), the ESOP and the provisions ofSection 3(18) of ERISA, or (ii) if such date is the date of, orsubsequent to, a Change of Control, the fair market value of the considerationreceived in respect of a share of Common Stock in the Change of Controltransaction, as determined by the Administrator in its good faith discretion.

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## s.         *“Fair Market Value Reference Date*” means the date as ofwhich the Fair Market Value of a share of Common Stock is determined.

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## t.          *“Good Reason”* means (i) a material reduction in thenature or scope of the Participant’s employment duties (but excluding anychange in the Participant’s service as a member of any board of directors ofany Subsidiary or any committee thereof), (ii) a reduction in theParticipant’s base salary or target annual bonus, (iii) an adverse anddisproportionate change (relative to similarly situated employees ofthe Company) in the aggregate benefits available to the Participant , or (iv) a change in thecity in which Participant is required to perform his or her duties.  For the avoidance of doubt, a change in theParticipant’s line of reporting resulting from organizational changes,including the interposition of additional employees in the Participant’s lineof reporting, will not by itself constitute “Good Reason.”

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## u.         *“Involuntary Termination”*means a termination of aParticipant’s employment by the Company without Cause or a termination of aParticipant’s employment by the Participant for Good Reason.

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## v.         *“Participant”* means any EligibleIndividual who receives a Unit Award.

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## w.        *“Person”* means an individual, entity orgroup (within the meaning of Sections 13(d)(3) or 14(d)(2) of the1934 Act).

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## x.         *“Plan”* means this Tribune Company 2007Unit Plan, as set forth herein and as hereinafter amended from time to time.

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## y.         *“Section 409A Change of Control”*meansa Change of Control that constitutes (i) a change in the ownership of theCompany, (ii) a change in effective control of the Company or (iii) achange in the ownership of a substantial portion of the assets of the Company(each as defined in Section 409A of the Code and the final regulationspromulgated thereunder (“*Section 409A*”).

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## z.         *“Subsidiary”*means any corporation,partnership, joint venture or other entity during any period in which at leasta 20% voting or profits interest is owned, directly or indirectly, by theCompany or any successor to the Company.

 

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## aa.       “*Subsidiary Change of Control*” means, with respect to aParticipant, a “change in the ownership” of (i) the Subsidiary that employsParticipant or (ii) any corporation (other than the Company) in a chain ofcorporations in which each corporation is a “majority shareholder” of anothercorporation in the chain, ending in the Subsidiary that employs Participant.  For purposes of this definition, “change inthe ownership” and “majority shareholder” shall have the meanings ascribed tothem in Section 409A.

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## bb.      *“Termination of Service”* means thetermination of a Participant’s employment by or service to the Company or anySubsidiary.  A Participant employed by orproviding service to a Subsidiary shall also be deemed to incur a Terminationof Service if the Subsidiary experiences a Subsidiary Change of Control and theParticipant does not immediately thereafter become an employee of the Companyor another Subsidiary.

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## cc.           *“Top Hat Plan”* means a plan described inSections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

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## dd.          “*Tranche One Participants*” meansParticipants who receive First Tranche Unit Awards.

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## ee.           “*Tranche Two Participants*” means Participantswho receive Second Tranche Unit Awards.

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## ff.            *“Unit”* means a contingent right to receiveU.S. dollars equal to the Fair Market Value of one share of Common Stock uponsatisfaction of the conditions for vesting as provided in Section 5 ofthis Agreement and subject further to the terms of the Plan and the additionalterms and conditions of any Unit Agreement.

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# **SECTION 3.         Administration**

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### (a)       ThePlan shall be administered by the Administrator in accordance with the terms ofthe Plan.  The Administrator shall havefull power to construe and interpret the Plan and to make all otherdeterminations which may be necessary or advisable for the administration ofthe Plan, in each case, to the extent not inconsistent with the terms of thePlan.

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### (b)       TheAdministrator shall have the full power to (i) select Tranche OneParticipants and Tranche Two Participants and to determine the size of Awardsand their terms and conditions and (ii) vary the terms and treatment ofthe First Tranche Units and the Second Tranche Units in individual cases aswarranted by circumstances, in each case, subject to the terms of this Plan; provided,however, that in addition to approval by the Administrator, with respectto (A) all Tranche One Participants and First Tranche Units and (B) TrancheTwo Participants and Second Tranche Units (other than the Tranche TwoParticipants and Second Tranche Units set forth on Exhibit B to the Plan),each of the items contemplated by clause (i) and clause (ii) shallrequire the approval or written consent of at least one EGI-TRB Director, tothe extent one or more EGI-TRB Director then serves as a member of the Board.

 

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### (c)       Alldeterminations of the Administrator shall be final and conclusive on all persons,including the Company, its stockholders and Participants, and their estates andbeneficiaries.

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# **SECTION 4.         UnitsSubject to Plan**

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### (a)       No morethan 8,695,652 Units may begranted under the Plan, subject to adjustment in accordance withSection 4(c).  If any Unit isforfeited, or if any Unit terminates, expires, or lapses without being settledor if any Unit is settled pursuant to Section 5(c)(i), it shall again beavailable for grant under the Plan; provided, however, that anySecond Tranche Units (defined below) which so become available again for grantunder the Plan shall automatically convert into the same number of FirstTranche Units (defined below) upon so becoming again available for grant underthe Plan.

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### (b)       5,434,652 Units shall be designated asFirst Tranche Units (the “*First TrancheUnits*”) and 3,261,000Units shall be designated as Second Tranche Units (the “*Second Tranche Units*”), subject in eachcase to adjustment in accordance with Section 4(c) and conversion ofSecond Tranche Units into First Tranche Units as described inSection 4(a) above.  4,174,080 of the First Tranche Unitsshall initially be allocated at Closing among the individuals set forth on *Exhibit A* to the Plan.  The remaining 1,260,572 First Tranche Units, any awarded but forfeited FirstTranche Units and any First Tranche Units converted from Second Tranche Unitsas described in Section 4(a) above may be granted by theAdministrator from time to time under the Plan. The Second Tranche Units shall be allocated at Closing among theindividuals set forth on *Exhibit B*to the Plan.

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### (c)       In theevent of any change in corporate capitalization (including, but not limited to,a change in the number of shares outstanding), such as a stock split or acorporate transaction, such as any merger, consolidation, separation, includinga spin-off, or other distribution of shares or property of the Company(including cash), any reorganization (whether or not such reorganization comeswithin the definition of such term in Section 368 of the Code) or anypartial or complete liquidation of the Company, the Administrator shall makesuch substitution or adjustments in the aggregate number and kind of Unitsreserved for issuance under the Plan, the numbers and kind of Units designatedas First Tranche Units and Second Tranche Units and the number of Units subjectto outstanding Awards, and/or such other equitable substitutions or adjustmentsas it may determine to be appropriate in its sole discretion.

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# **SECTION 5.         Units**

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EachAward shall be confirmed by, and be subject to, the terms of a written Unitagreement (the “*Unit Agreement*”)duly executed by the Company and the Participant.** **The terms andprovisions of Unit Agreements need not be the same for each Participant, but,subject to Section 3(b), shall be consistent with the terms of thePlan.  The grant of a Unit shall occur onthe date (the “*Grant Date*”) theAdministrator selects an Eligible Individual to receive a grant of Units.  Unless otherwise determined by theAdministrator in accordance with Section 3(b) and as 

 

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provided in the applicable Unit Agreement, Unitsgranted under the Plan shall be subject to the following terms and conditions:

 

### (a)         *Vesting/Forfeiture of First Tranche Unit Awards.*

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#### (i)       Subjectto Section 5(a)(ii) and subject to Participant’s continuousemployment with the Company or any of its Subsidiaries through the applicablevesting date, each First Tranche Unit Award shall become vested as follows:

 
| **Number of Units Vesting**                | ** ** | **Vesting Date**                  |
|--------------------------------------------|------------|-----------------------------------|
|                                       |       |                              |
| 1/3 (rounded to the  nearest whole number) |       | First Anniversary of  Grant Date  |
|                                       |       |                              |
| 1/3 (rounded to the  nearest whole number) |       | Second Anniversary of  Grant Date |
|                                       |       |                              |
| Remainder                                  |       | Third Anniversary of  Grant Date  |

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#### (ii)      Allunvested First Tranche Units will immediately vest upon a Change of Control ora Termination of Service due to a Participant’s death or Disability.

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#### (iii)     Upon aTermination of Service for any reason other than death or Disability, any thenunvested First Tranche Units shall be forfeited.

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### (b)        *Vesting/Forfeiture of Second Tranche Unit Awards.*

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#### (i)       EachSecond Tranche Unit Award shall be vested with respect to 1/2 of the Unitscovered thereby (rounded to the nearest whole number) on the Grant Date and,subject to a Participant’s continuous employment with the Company or any of itsSubsidiaries through the vesting date, the remainder of such Units shall becomevested on the first anniversary of the Grant Date.

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#### (ii)      Allunvested Second Tranche Units will immediately vest upon a Change of Control ora Termination of Service due to a Participant’s death, Disability orInvoluntary Termination.

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#### (iii)     Upon aTermination of Service for any reason, other than death, Disability or anInvoluntary Termination, any then unvested Second Tranche Units shall beforfeited.

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### (c)         *Settlement of Unit Awards*.

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#### (i)       Withrespect to vested Second Tranche Units (including those Second Tranche Unitsthat vest as a result of a Termination of Service) held by any Participant whoexperiences a Termination of Service prior to the one-year anniversary of theClosing (such Units, “*Early Termination SecondTranche Units*”), subject to Section 5(e), the Company shall payto such Participant in respect of such Participant’s Early Termination SecondTranche Units an amount 

 

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#### in U.S. dollars equal to the product of (A) $25,000,000and (B) the Applicable Participant Ratio, such amount to be paid to theParticipant or Participant’s estate within ten business days following theParticipant’s Termination of Service for any reason, whether voluntary orinvoluntary, with our without Cause or Good Reason, including withoutlimitation by reason of Death or Disability; provided that such Termination ofService must constitute a “separation from service” (as defined in Section 409A)or must involve a Subsidiary Change of Control. Any amounts payable pursuant to this Section 5(c)(i) shallbear interest, from and including the eleventh business day following theParticipant’s Termination of Service through and including the date of paymentat the prime rate in effect on such sixth business day following theParticipant’s Termination of Service (as reported in the Wall Street Journal,national edition).

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#### (ii)      Subjectto Section 5(e), except as otherwise provided in any Unit Agreement, andother than with respect to the Early Termination Second Tranche Units, whichshall be settled in accordance with the immediately preceding clause (i) above,each vested First Tranche Unit and each vested Second Tranche Unit will besettled and paid in U.S. dollars as follows: (A) (1) 1/3 of thevested First Tranche Units and vested Second Tranche Units (rounded to thenearest whole number) will be settled and paid in U.S. dollars as soon aspracticable (but in no event later than March 31) in the first calendaryear that begins after the fourth anniversary of the Grant Date (or such lateranniversary of the Grant Date designated pursuant to a valid subsequentdeferral election as contemplated by Section 5(d)) based on the FairMarket Value of a share of Common Stock on December 31 of the year inwhich the fourth anniversary of the Grant Date occurs (or such lateranniversary of the Grant Date designated pursuant to a valid subsequentdeferral election as contemplated by Section 5(d) occurs), (2) 1/3of the vested First Tranche Units and vested Second Tranche Units (rounded tothe nearest whole number) will be settled and paid in U.S. dollars as soon aspracticable (but in no event later than March 31) in the first calendaryear that begins after the sixth anniversary of the Grant Date (or such lateranniversary of the Grant Date designated pursuant to a valid subsequentdeferral election as contemplated by Section 5(d)) based on the FairMarket Value of a share of Common Stock on December 31 of the year inwhich the sixth anniversary of the Grant Date occurs (or such later anniversaryof the Grant Date designated pursuant to a valid subsequent deferral electionas contemplated by Section 5(d) occurs), and (3) the remainderof the vested First Tranche Units and vested Second Tranche Units will besettled and paid in U.S. dollars as soon as practicable (but in no event laterthan March 31) in the first calendar year that begins after the eighthanniversary of the Grant Date (or such later anniversary of the Grant Datedesignated pursuant to a valid subsequent deferral election as contemplated by Section 5(d))based on the Fair Market Value of a share of Common Stock on December 31of the year in which the eighth anniversary of the Grant Date occurs (or suchlater anniversary of the Grant Date designated pursuant to a valid subsequentdeferral election as contemplated by Section 5(d) occurs) or (B) ifearlier, as soon as practicable (but in no event later than March 31) andwithout giving effect to any subsequent deferral election pursuant to Section 5(d) below,in the first calendar year that begins after a Section 409A Change of Control or a Participant’s Termination ofService for any reason, whether voluntary or involuntary, with or without Causeor Good Reason, including without limitation by reason of Death or Disability(provided that such Termination of Service must constitute a “separation fromservice” (as defined in Section 

 

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#### 409A) or must involve a Subsidiary Change of Control)based on the Fair Market Value of a share of Common Stock on December 31of the year in which the Section 409A Change of Control or a Participant’sTermination of Service, as applicable, occurs; provided, however,that if the Section 409A Change of Control involves the acquisition ofCommon Stock solely for U.S. dollars, any vested portion of the First TrancheUnits Award or Second Tranche Units Award will be settled and paid as soon aspracticable after the Section 409A Change of Control, but in no eventlater than thirty (30) days after such Section 409A Change ofControl.  Any amounts payable pursuant tothis Section 5(c)(ii) shall bear interest, from and including April 1of the year in which such Units are designated to be settled (taking intoaccount any subsequent deferral election) through and including the date ofpayment at the prime rate in effect on such April 1 (as reported in theWall Street Journal, national edition); provided, however, thatif the settlement is triggered by virtue of a Section 409A Change ofControl, amounts payable pursuant to this Section 5(c)(ii) shall bearinterest, from and including the thirty-first day following the occurrence ofthe Section 409A Change of Control through and including the date of paymentat the prime rate in effect on such thirty-first day following the occurrenceof the Section 409A Change of Control.

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### (d)        *Subsequent Deferral Election.*  A Participant who is an employee of theCompany may elect, by providing written notice to the Company, to defer paymentof some or all of such Participant’s First Tranche Unit Award or Second TrancheUnit Award in accordance with the following requirements; provided, however,that any such deferral shall be expressed in whole Units:

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#### (i)       Anysuch election shall not take effect until at least twelve months after the dateon which the election is made.

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#### (ii)      Anysuch election must be made at least twelve months prior to the first day of thecalendar year in which settlement was scheduled to occur, absent the election.

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#### (iii)     Anysuch election must defer payment of the First Tranche Unit Award or SecondTranche Unit Award until at least five years beyond the first day of thecalendar year in which settlement was scheduled to occur, absent the election.

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### (e)         *Limitations on Payment.*

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#### (i)       Any settlement payment in respect of anyUnits may be delayed where the Company reasonably anticipates that the makingof the payment will violate federal securities laws or other applicable law; providedthat the payment is made at the earliest date at which the Company reasonablyanticipates that the making of the payment will not cause such violation.

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#### (ii)      Any settlement payment in respect of anyUnits shall be delayed to the extent such payment would have, or on a Pro FormaBasis (as defined in the Credit Agreement) taking into account the paymentwould have, caused the Company to exceed the objective and nondiscretionarylimitations set forth in Section 5.02(i)(A) and (B) of theCredit Agreement, such that the Company would have been in breach, or in breachon a Pro Forma Basis, of the 

 

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#### terms thereof (the “*Limitations*”);provided, however, that any such payment shall be made during thefirst taxable year of the Participant in which the making of such payment wouldnot cause the Company to exceed the foregoing objective and nondiscretionarylimitations.  In any given year, themaximum aggregate amount payable in respect of the settlement of Units withoutrunning afoul of the Limitations shall be referred to as the “*Annual Limit*.”  In theevent the Company’s obligations pursuant to Section 5(c) exceed theAnnual Limit in any given year, the Company will settle Units of eachParticipant entitled to a cash payment during such year (any such amount, the “*Settlement Amount*”) based on the proportion that eachParticipant’s Settlement Amount bears to the aggregate Settlement Amount forsuch year for all Participants and any unsettled obligation during such yearshall be settled during the following year, subject to the Annual Limitapplicable to such following year; provided, however, that this Section 5(e)(ii) shallnot apply following a Section 409A Change of Control.

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#### (iii)     The Company may delay any payment themaking of which would jeopardize the ability of the Company to continue as agoing concern; provided that any such payment is made during the firsttaxable year of the Participant in which the making of the payment would nothave such effect.

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#### (iv)     In order to comply with Section 409(p) ofthe Code and the final regulations promulgated thereunder, the Administratormay at any time permit the Plan to provide one or more distribution(s) toany Participants in an amount sufficient to avoid a “nonallocation year” asdefined in Section 409(p) of the Code.

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#### (v)      Any amounts payable pursuant to Section 5(c) orSection 5(d)(ii) shall bear interest from and including the February 1immediately following the Fair Market Value Reference Date through andincluding the date of payment at the prime rate in effect on such February 1(as reported in the Wall Street Journal, national edition); provided, however,that amounts payable due to the occurrence of a Section 409A Change ofControl shall bear interest from and including the thirty-first day after the Section 409Change of Control through and including the date of payment at the prime ratein effect on such thirty-first day after the Change of Control.

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### (f)         *Nontransferability of Units*.  No Unit shall be transferable (by means ofsale, assignment, exchange, encumbrance, hypothecation, pledge or otherwise) bya Participant other than by will or by the laws of descent and distribution oras otherwise expressly permitted by the Administrator, nor may a Participantsell, assign, transfer, pledge, or encumber such Participant’s interest in aUnit.  In the event a Participanttransfers a Unit in violation of this Section 5(h), the Administrator may,in its discretion, cause such Unit to be forfeited.

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### (g)         *Gross-Up Payments. *Unit Agreements with respect to SecondTranche Unit Awards shall provide that if any amounts payable to a Participantin respect of the Second Tranche Unit Awards together with any other payment ordistribution in the nature of compensation (within the meaning of Section 280G(b)(2) ofthe Code) to or for the benefit of the Participant, whether paid or payable inrespect of the Second Tranche Unit Awards or otherwise 

 

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### are deemed to be “excess parachute payments” withinthe meaning of Section 280G(b)(1) of the Code, the Company shall payto such Participant in addition to any amounts payable in respect of the SecondTranche Unit Awards or otherwise an amount which, after all federal, state andlocal taxes imposed on the Participant with respect to such amount aresubtracted therefrom, is equal to the excise taxes imposed on such excessparachute payment pursuant to Section 4999 of the Code.  Any gross-up payment shall be paid no laterthan the end of the Participant’s taxable year next following the Participant’staxable year in which the excise tax (and any income or other related taxes orinterest or penalties thereon) on a payment are remitted to the InternalRevenue Service or any other applicable taxing authority.

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### (h)        *Dividends*. As of each date on which the Company pays a cash dividend to recordowners of shares of Common Stock (a “*DividendDate*”) (excluding for this purpose any amounts distributed to theESOP for purposes of repaying the ESOP Note, dated April 1, 2007, in principalamount of $250,000,000, as amended), an amount equal to the per share dividendamount shall be credited (each such amount, a “*DividendCredit*”) to an account on behalf of each Participant in respect ofeach Unit subject to an Award.  DividendCredits shall bear interest at the prime rate in effect on the first businessday following the applicable Dividend Date (as reported in the Wall StreetJournal, national edition) from and including the Dividend Date through andincluding the date of payment.  DividendCredits and any related interest shall vest at such time as the Units to whichthe Dividend Credits pertain vest and Dividend Credits and any related interestshall be settled and paid in U.S. dollars at such time as the Units to whichthe Dividend Credits pertain are settled and paid.

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# **SECTION 6.        Amendmentand Termination**

 

### (a)        ThePlan will terminate on the tenth anniversary of the Effective Date, and noUnits shall be granted after such date. Awards outstanding on the tenth anniversary of the Effective Date shallnot be affected or impaired by the termination of the Plan.

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### (b)        TheAdministrator may amend or terminate the Plan, but no amendment or terminationshall be made which would adversely impair the rights of a Participant underany Award theretofore granted without the Participant’s consent, except such anamendment made to comply with applicable law, stock exchange rules oraccounting rules.  In addition, noamendment shall be made without the approval of the Company’s shareholders tothe extent such approval is required by applicable law or stock exchangerules.  Subject to Section 3(b), theAdministrator may amend the terms of any Award theretofore granted, but noamendment shall be made that would adversely impair the rights of any Participantwithout the Participant’s consent except such an amendment made to cause thePlan or Award to comply with applicable law, stock exchange rules oraccounting rules.

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# **SECTION 7.        GeneralProvisions**

 

### (a)        ThisPlan is intended to constitute a Top Hat Plan and it shall at all times beinterpreted and administered accordingly. Notwithstanding any other provision of this Plan, 

 

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### subject to Section 3(b), the Administrator maymake such amendments to this Plan, and to any procedures established under thisPlan, as it may determine to be necessary to comply with any applicable law,regulation or requirement, including without limitation the rules governingTop Hat Plans, and such amendments need not apply uniformly to allParticipants.

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### (b)        Nothingcontained in the Plan shall prevent the Company or any Subsidiary from adoptingother or additional compensation arrangements for its employees andconsultants.

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### (c)         ThePlan shall not constitute a contract for employment or services, and adoptionof the Plan shall not confer upon any individual any right to continuedemployment, nor shall it interfere in any way with the right of the Company orany Subsidiary to terminate the employment or services of any individual at anytime.

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### (d)        TheParticipant shall pay to the Company, or make arrangements satisfactory to theCompany regarding the payment of, any U.S. (federal, state, or local) ornon-U.S. taxes of any kind required by law to be withheld with respect to anypayment hereunder.  The obligations ofthe Company under the Plan shall be conditional on such payment orarrangements, and the Company and its Subsidiaries shall, to the extentpermitted by law, have the right to deduct any such taxes from any paymentotherwise due to the Participant.

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### (e)         TheAdministrator shall establish such procedures as it deems appropriate for aParticipant to designate a beneficiary to whom any amounts payable in the eventof the Participant’s death are to be paid or by whom any rights of theParticipant, after the Participant’s death, may be exercised.

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### (f)         ThePlan, Unit Agreements, and all actions taken thereunder shall be governed byand construed in accordance with the laws of the State of Delaware withoutreference to principles of conflict of laws.

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### (g)         Subjectto Section 3(b), within the time period permitted by the applicableTreasury Regulations, the Administrator may modify the Plan in the leastrestrictive manner necessary in order to cause the provisions of the Plan tocomply with the requirements of Section 409A, so as to avoid theimposition of  taxes and penaltiespursuant to Section 409A.

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### (h)        Subjectto Section 3(b), in the event an Award is granted to a Participant who isemployed or providing services outside the United States and who is notcompensated from a payroll maintained in the United States, the Administratormay, in its sole discretion, modify the provisions of the Plan as they pertainto such individual to comply with applicable non-U.S. law.

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### (i)          EachUnit Agreement shall provide that if a Participant engages in any act of fraud,insider trading or other securities law violation then:  (i) Participant shall immediatelyforfeit, effective as of the date Participant engages in such conduct, allvested and unvested Units; and (ii) with respect to Units, if any, thatwere cash settled prior to the date Participant engaged in such conduct,Participant shall return to the Company the cash proceeds received with respectto such Units.

 

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# **SECTION 8.        EffectiveDate of Plan**

 

ThePlan was adopted by the Board on December 20,2007, to be effective December 20,2007****(the “*Effective Date*”).  Termination of this Plan shall not affect theterms or conditions of any Award granted on, or prior to, the termination date.

 

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